EX-3.(i).1

                 RESTATED CERTIFICATE OF INCORPORATION
                      OF INTERSTATE POWER COMPANY 


     Interstate Power Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation") does hereby
certify as follows:

     The original Certificate of Incorporation was filed with the
Secretary of State of Delaware on April 18, 1925. The first Restated
Certificate of Incorporation was duly adopted by the Board of Directors
of Interstate Power Company on December 8, 1988, in accordance with
Section 245 of the General Corporation Law of the State of Delaware and
was filed on March 16, 1989.  The first Restated Certificate of
Incorporation restated, integrated and further amended the Certificate
of Incorporation of this Corporation by deleting Article SIXTH of the
Certificate of Incorporation, deleting the second paragraph of Article
SIXTEENTH of the Certificate of Incorporation, renumbering all Articles
following Article FIFTH, so Article SEVENTH became Article SIXTH, etc.,
through Article SEVENTEENTH, which became SIXTEENTH, and changed the
reference in what was Article SEVENTEENTH to read "Article SIXTEENTH",
in lieu of "Article SEVENTEENTH", deleted the signature lines of
original subscribers, and original attestation and original acknowledg-
ment and substituted then current signature references and acknowledge-
ment, and attestation, and eliminated and integrated all Certificates
described in Section 104 of the Delaware Corporation Law, which amended
the Certificate of Incorporation through July 5, 1988.

     Pursuant to the provisions of Sections 242 and 245 of Title 8 of
the Delaware Code Annotated, the stockholders of the Corporation duly
adopted the second Restated Certificate of Incorporation. The second
Restated Certificate of Incorporation, adopted May 7, 1991, (i) under
Article FOURTH, increased the number of authorized shares of Common
Stock to 30,000,000, par value $3.50, from 15,000,000; (ii) under
Article FOURTH, increased the total shares of all classes from
19,000,000 to 34,000,000; (iii) made inapplicable cumulative voting
provisions in paragraph D of Article FOURTH; (iv) deleted from Article
FIFTH a minimum number of shares requirement; added a "fair price"
provision to insure fairness to all stockholders in the event of
unsolicited takeover actions, including provision for an 80% shareholder
vote for approval of a Business Combination; (v) amended Article EIGHTH
to allow removal of directors by stockholders (and not by directors) and
only for cause; to add provisions for filling of vacancies and newly
created directorships, and to adopt a staggered board of directors,
divided into three classes and serving three year terms with only one
class of directors to be elected at each annual meeting of stockholders
(subject to a possible shortening of the elected term upon attainment of
retirement age or relocation from the Company's service area).

     Pursuant to the provisions of Section 245 of Title 8 of the
Delaware Code Annotated, the Board of Directors of the Corporation have
duly adopted the following third Restated Certificate of Incorporation.
The third Restated Certificate of Incorporation restates and integrates
the provisions of the second Restated Certificate of Incorporation of
May 7, 1991 as heretofore amended or supplemented and effects the
following further amendments thereto:


     The provisions of Article FOURTH have been amended to add the
designation of 6.40% Preferred Stock, $50 par value, created May 18,
1993, and to delete therefrom the designations of the 8%, 9% and 9%
Series A Preferred Stocks, and the designation of the $2.28 Preference
Stock, since the remaining shares of the entire 140,000 shares of 8%
Preferred Stock, of the entire 137,228 shares of 9% Preferred Stock, of
the entire 200,000 shares of 9% Series A Preferred Stock, all $50 par
value, and all of the 400,000 shares of the $2.28 Preference Stock, $1
par value, were redeemed effective June 30, 1993. In addition, the
references to Paragraphs VIII and X in designations of the 4.36%, 4.68%,
and 7.76% Preferred Stock have been changed to read Paragraphs XX and
XXIII, respectively, and appropriate references to Restated Certificate
of Incorporation, in lieu of Certificate of Incorporation, have been
made, where applicable.

     The text of the Restated Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or
changes, except as noted in this Restated Certificate of Incorporation
above, to read as follows:

     FIRST: The name of this Corporation is

                       INTERSTATE POWER COMPANY

     SECOND: Its registered office in the State of Delaware is located
at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent at
such address is The Corporation Trust Company.

     THIRD: The nature of the business or objects or purposes proposed
to be transacted, promoted or carried on by this Corporation are as
follows:--
     
         (a) To purchase or otherwise acquire, own, operate and dispose
     of all or any part of the business and properties of Interstate
     Power Company, a Wisconsin corporation; to make payment therefor by
     the issuance of preferred and common stock of this Corporation or
     in any other manner permitted by law, and in connection therewith
     to assume any or all the bonds, mortgages, franchises, leases,
     contracts, indebtedness, liabilities and obligations of said
     corporation.

          (b) To generate, produce, buy, or in any manner acquire, and
     to sell, dispose of and distribute electricity for light, heat,
     power and other purposes and to carry on the business of
     furnishing, supplying and vending light, heat, power and water and
     any and all businesses incident thereto, and to build, construct,
     develop, improve, acquire, hold, own, lease, maintain and operate
     plants, facilities and works for the manufacture, generation,
     production, accumulation, transmission and distribution of electric
     energy, gas and steam, for light, heat, power and other purposes,
     and to acquire, construct, maintain and operate systems of water
     works for the supply of water.

          (c) To build, construct, develop, improve, acquire, hold, own,
     lease, maintain and operate, by electricity, or other power, street
     railways and interurban railways for the transportation of
     passengers, mail, express, merchandise or other freight in any part
     of the world, except that this Corporation shall not have power to
     construct, maintain or operate railroads or railways within the
     State of Delaware.

          (d) To produce, mine, buy, sell, store, market, deal in and
     prospect for coal and minerals of all kinds and the products and
     by-products thereof.

          (e) To organize, incorporate, reorganize, finance and to aid
     and assist financially or otherwise, companies, corporations, joint
     stock companies, syndicates, partnerships and associations of all
     kinds, particularly those engaged in operating public utilities,
     and to underwrite, subscribe for and endorse the bonds, stocks,
     securities, debentures, notes or undertakings of any such company,
     corporation, joint stock company, syndicate, partnership or
     association, and to make any guaranty in connection therewith or
     otherwise for the payment of money or for the performance of any
     obligation or undertaking, and to do any and all things necessary
     or convenient to carry any of such purposes into effect.    

          (f) To carry on the business of engineering and contracting in
     all of its branches; to appraise, value, design, build, construct,
     enlarge, develop, improve, extend and repair light, heat, power,
     transmission and hydraulic plants, electrical works, machinery and
     appliances, telegraph and telephone lines, dams, reservoirs,
     canals, bridges, piers, docks, mines, shafts, tunnels, wells, water
     works, street railways, interurban railways, railways and
     buildings.

         (g) To purchase and acquire securities, assets and property of
     every kind and description at judicial, judiciary, trustee's,
     pledgee's, mortgagee's, or liquidating or public or private sales,
     and to carry on a general salvage, liquidation and realization
     business; and also to do a general commission and brokerage busi-
     ness.

         (h) To hold in trust, issue on commission, make advances upon
     or sell, lease, license, transfer, organize, reorganize, incor-
     porate or dispose of any of the undertakings or resulting
     investments aforesaid, or the stock or securities thereof; to act
     as agent, or depositary for any of the above or like purposes, or
     any purpose herein mentioned, and to act as fiscal agent of any
     other person, firm or corporation.

          (i) To obtain the grant of, purchase, lease, or otherwise
     acquire any concessions, rights, options, patents, privileges,
     lands, rights of way, sites, properties, undertakings or busi-
     nesses, or any right, option or contract in relation thereto, and
     to perform, carry out and fulfill the terms and conditions thereof,
     and to carry the same into effect, and to develop, maintain, lease,
     sell, transfer, dispose of and otherwise deal with the same.

          (j) From time to time to apply for, purchase or acquire by
     assignment, transfer or otherwise, and to exercise, carry out and
     enjoy any license, power, authority, franchise, ordinance, order,
     right or privilege, which any government or authority, supreme,
     municipal or local, or any corporation or other public body shall
     enact, make or grant.
     
          (k) To issue shares of the capital stock (of any class),
     bonds, debentures, debenture stock, notes and other obligations of
     this Corporation for cash, for labor done, for property, real or
     personal, or leases thereof, or for any combination of any of the
     foregoing, or in exchange for the stock, debentures, debenture
     stock, bonds, securities or obligations of any person, firm,
     association, corporation or other organization.

          (l) To purchase, acquire and lease, and to sell, lease and
     dispose of water, water rights, water records, power privileges and
     appropriations for power, light, heat, mining, milling, irrigation,
     agricultural, domestic or any other use or purpose.

         (m) To acquire by purchase, lease, own, hold, sell, mortgage
     and encumber both improved and unimproved real estate wherever
     situated; to survey, subdivide, plat, colonize and improve the same
     for purposes of sale or otherwise; and to construct and erect
     thereon factories, works, plants, stores, mills, hotels, houses and
     buildings.

          (n) To subscribe for, or cause to be subscribed for, buy, own,
     hold, purchase, receive, or acquire, and to sell, negotiate,
     guarantee, assign, deal in, exchange, transfer, mortgage, pledge or
     otherwise dispose of, shares of the capital stock, scrip, bonds,
     coupons, mortgages, debentures, debenture stock, securities, notes,
     acceptances, drafts and evidences of indebtedness issued or created
     by other corporations, joint stock companies or associations,
     whether public, private or municipal, or any corporate body, and
     while the owner thereof, to possess and to exercise in respect
     thereof all the rights, powers and privileges of ownership, includ-
     ing the right to vote thereon; to guarantee the payment of
     dividends on any shares of the capital stock of any of the corpora-
     tions, joint stock companies or associations in which this Corpora-
     tion has or may at any time have an interest, and to become surety
     in respect of, endorse or otherwise guarantee the payment of the
     principal of or interest on any scrip, bonds, coupons, mortgages,
     debentures, debenture stock, securities, notes, drafts, bills of
     exchange or evidences of indebtedness, issued or created by any
     such corporations, joint stock companies or associations; to become
     surety for or guarantee the carrying out and performance of any and
     all contracts, leases and obligations of every kind of any corpora-
     tions, joint stock companies or associations, and in particular of
     any corporation, joint stock company or association any of whose
     shares, scrip, bonds, coupons, mortgages, debentures, debenture
     stock, securities, notes, drafts, bills of exchange or evidences of
     indebtedness, are at any time held by or for this Corporation, and
     to do any acts or things designed to protect, preserve, improve, or
     enhance the value of any such shares, scrip, bonds, coupons,
     mortgages, debentures, debenture stock, securities, notes, drafts,
     bills of exchange or evidences of indebtedness.
 
        (o) To manufacture, buy, sell and generally deal in goods,
     wares, merchandise, property and commodities of any and every class
     and description, and all articles used or useful in connection
     therewith, insofar as may be permitted by the laws of the State of
     Delaware; to engage in any business, whether manufacturing or
     otherwise which this Corporation may deem advantageous or useful in
     connection with any or all of the foregoing, and to purchase,
     acquire, manufacture, market or prepare for market, sell and
     otherwise dispose of any article, commodity or thing which this
     Corporation may use in connection with its business.

         (p) To secure, purchase, acquire, apply for, register, own,
     hold, sell or dispose of any and all copyrights, trademarks and
     other trade rights.

          (q) To organize, or cause to be organized, under the laws of
     the State of Delaware, or of any other state, territory or country,
     or the District of Columbia, a corporation or corporations, for the
     purpose of accomplishing any or all of the objects for which this
     Corporation is organized, and to dissolve, wind up, liquidate,
     merge or consolidate any such corporation or corporations, or to
     cause the same to be dissolved, wound up, liquidated, merged or
     consolidated.

          (r) To purchase, apply for, obtain or otherwise acquire any
     and all letters patent, licenses, patent rights, patented processes
     and similar rights granted by the United States or any other
     government or country, or any interest therein, or any inventions
     which may seem capable of being used for or in connection with any
     of the objects or purposes of this Corporation, and to use, exer-
     cise, develop, sell, dispose of, lease, grant licenses in respect
     to, or other interests in the same, and otherwise turn the same to
     account, and to carry on any business, manufacturing or otherwise,
     which may be deemed to directly or indirectly aid, effectuate or
     develop the objects or any of them of this Corporation.

          (s) To borrow money for any of the purposes of this Corpora-
     tion, and to issue bonds, debentures, debenture stock, notes and
     other obligations therefor, and to secure the same by pledge or
     mortgage of the whole or any part of the property of this Corpora-
     tion, either real or personal, or to issue bonds, debentures,
     debenture stock, notes or other obligations without any such
     security.

          (t) To enter into, make, perform and carry out contracts of
     every kind for any lawful purpose, without limit as to amount, with
     any person, firm, association or corporation.

          (u) To draw, make, accept, endorse, discount, guarantee,
     execute and issue promissory notes, bills of exchange, drafts,
     warrants, and all kinds of obligations and certificates and negoti-
     able or transferable instruments.

          (v) To purchase, hold, sell and transfer shares of its own
     capital stock (of any class), bonds and other obligations of this
     Corporation from time to time to such extent and in such manner and
     upon such terms as its Board of Directors shall determine; provided
     that this Corporation shall not use any of its funds or property
     for the purchase of its own shares of capital stock when such use
     would cause any impairment of the capital of this Corporation; and
     provided further that shares of its own capital stock belonging to
     this Corporation shall not be voted upon directly or indirectly.

          (w) To have one or more offices, to carry on any or all of its
     operations and business, and, without restriction or limit as to
     amount, to purchase, lease, or otherwise acquire, hold and own, and
     to mortgage, sell, convey, lease or otherwise dispose of, real and
     personal property of every class and description, in any of the
     states or territories of the United States and in the District of
     Columbia, and in any and all foreign countries, subject to the laws
     of such state, district, territory or country.

          (x) To do any and all things herein set forth, and in addition
     such other acts and things as are necessary or convenient to the
     attainment of the purposes of this Corporation, or any of them, to
     the same extent as natural persons lawfully might or could do in
     any part of the world, insofar as such acts are permitted to be
     done by a corporation organized under the General Corporation Laws
     of the State of Delaware.

     The forgoing clauses shall be construed, both as objects and
powers, and it is hereby expressly provided that the foregoing enumer-
ation of specific powers shall not be held to limit or restrict in any
manner the powers of this Corporation, and are in furtherance of, and in
addition to, and not in limitation of the general powers conferred by
the laws of the State of Delaware.

     It is the intention that the purposes, objects and powers specified
in this Article THIRD and all subdivisions thereof shall, except as
otherwise expressly provided, in nowise be limited or restricted by
reference to or inference from the terms of any other clause or
paragraph of this Article, and that each of the purposes, objects and
powers specified in this Article THIRD shall be regarded as independent
purposes, objects and powers.

     FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is thirty-four million
(34,000,000), of which two million (2,000,000) shares of the par value
of Fifty Dollars ($50) each are to be of a class designated Preferred
Stock, two million (2,000,000) shares of the par value of One Dollar
($1) each are to be of a class designated Preference Stock, and thirty
million (30,000,000) shares of the par value of Three Dollars and Fifty
Cents ($3.50) each are to be of a class designated Common Stock.

     The designations and the voting powers, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of the classes of stock of the
Corporation which are fixed by the Certificate of Incorporation, and the
express grant of authority to the Board of Directors of the Corporation
(hereinafter referred to as the Board of Directors) to fix by resolution
or resolutions the designations and the voting powers, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the Preferred
Stock and of the Preference Stock, respectively, which are not fixed by
the Certificate of Incorporation, are as follows:

                          A.  Preferred Stock

     I. The Preferred Stock may be issued at any time or from time to
time in any amount, not exceeding in the aggregate (including all shares
of any and all series thereof theretofore issued) the total number of
shares of Preferred Stock hereinabove authorized, as Preferred Stock of
one or more series, as hereinafter provided. All Shares of any one
series of Preferred Stock shall be alike in every particular, each
series thereof shall be distinctly designated by letter or descriptive
words, and all series of Preferred Stock shall rank equally and be
identical in all respects except as permitted by the provisions of
Paragraph II of this Article FOURTH.

     II. Authority is hereby expressly granted to and vested in the
Board of Directors at any time or from time to time to issue the
Preferred Stock as Preferred Stock of any series, and in connection with
the creation of each such series to fix by the resolution or resolutions
providing for the issue of shares thereof, the designations and the
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of such
series, to the full extent now or hereafter permitted by the laws of the
State of Delaware, in respect to the matters set forth in the following
subparagraphs (a) to (g), inclusive:

          (a) The distinctive designation of such series and the number
     of shares which shall constitute such series, which number may be
     increased or decreased (but not below the number of shares thereof
     then outstanding) from time to time by resolution of the Board of
     Directors;

          (b) The dividend rate per annum of such series, the quarterly
     payment dates for dividends on shares of such series, and the date
     from which dividends on shares of such series shall be cumulative
     (hereinafter called the "date of cumulation"), which date of
     cumulation shall be identical for all shares of such series;

          (c) The price or prices at which, and the terms and conditions
     on which, the shares of such series may be redeemed at the option
     of the Corporation (hereinafter called the "optional redemption
     price");

          (d) The amount or amounts payable upon the shares of such
     series in the event of voluntary liquidation, dissolution or
     winding up of the Corporation;

          (e) Whether or not the shares of such series shall be entitled
     to the benefit of a sinking fund or a purchase fund to be applied
     to the purchase or redemption of shares of such series, and if so
     entitled, the amount of such fund and the manner of its applica-
     tion, including the price or prices at which the shares of such
     series may be redeemed or purchased through the application of such
     fund;

          (f) Whether or not the shares of such series shall be made
     convertible into, or exchangeable for, shares of any other class or
     classes or of any other series of the same or any class or classes
     of stock of the Corporation and, if made so convertible or exchan-
     geable, the conversion price or prices, or the rates of exchange,
     and the adjustments thereof, if any, at which such conversion or
     exchange may be made, and any other terms and conditions of such
     conversion or exchange; and

          (g) Whether or not the issue of any additional shares of such
     series, or any future series in addition to such series, or of any
     shares of any other class of stock (except junior stock, as herein-
     after in this Article FOURTH defined) of the Corporation shall be
     subject to restrictions and, if so, the nature thereof.

     The designations and separate terms of the four separate series of
the Preferred Stock authorized as of the date of this Restated
Certificate of Incorporation are as follows:

     (i)  4.36% Preferred Stock
          Created December 9, 1954

     The Company has established a "4.36% Preferred Stock", consisting
initially of 200,000 authorized shares of the par value of $50 per
share.

     The terms of the "4.36% Preferred Stock", in the respects in which
the shares of such series may vary from shares of other series of the
Preferred Stock (in addition to the voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, set
forth elsewhere in the Restated Certificate of Incorporation, which are
applicable to the Preferred Stock of the par value of $50 per share of
all series) shall be as follows:

          (a) The dividend rate of the 4.36% Preferred Stock shall be
     4.36% per share per annum upon the par value thereof payable
     quarterly on the first days of January, April, July and October in
     each year (the quarterly periods ending on the first days of such
     months, respectively, to be designated as dividend periods) and the
     date from which dividends on shares of the 4.36% Preferred Stock
     shall be cumulative shall be December 1, 1954.

          (b) The prices at which the 4.36% Preferred Stock may be
     redeemed at the option of the Corporation, on the terms and condi-
     tions specified in Paragraph XXIII of Article FOURTH of the
     Restated Certificate of Incorporation shall be $53.30 per share, if
     redeemed on or before December 1, 1959, $52.80 per share if
     redeemed thereafter and on or before December 1, 1964, and $52.30
     per share if redeemed after December 1, 1964, plus, as provided in
     said Paragraph XXIII, an amount equal to full cumulative dividends
     thereon to the redemption date.

          (c) The amounts payable upon the shares of 4.36% Preferred
     Stock in the event of any voluntary liquidation or dissolution or
     winding up of the Corporation shall be an amount equal to the
     redemption price (exclusive of dividends) specified in paragraph
     (b) hereof above, then in effect, plus, as provided in Paragraph XX
     of Article FOURTH of the Restated Certificate of Incorporation, an
     amount equal to full cumulative dividends thereon to the date of
     final distribution to the holders of the Preferred Stock.

     (ii) 4.68% Preferred Stock
          Created May 20, 1965

     The Company has established a "4.68% Preferred Stock" consisting
initially of 166,000 authorized shares of the par value of $50 per
share.

     The terms of the "4.68% Preferred Stock", in the respects in which
the shares of such series may vary from shares of other series of the
Preferred Stock (in addition to the voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, set
forth elsewhere in the Restated Certificate of Incorporation, which are
applicable to the Preferred Stock of the par value of $50 per share of
all series) shall be as follows:

          (a) The dividend rate of the 4.68% Preferred Stock shall be
     4.68% per share per annum upon the par value thereof payable
     quarterly on the first days of January, April, July and October in
     each year (the quarterly periods ending on the first days of such
     months respectively, to be designated as dividend periods) and the
     date from which dividends on shares of the 4.68% Preferred Stock
     shall be cumulative shall be May 26, 1965.

          (b) The prices at which the 4.68% Preferred Stock may be
     redeemed at the option of the Corporation, on the terms and condi-
     tions specified in Paragraph XXIII of Article FOURTH of the
     Restated Certificate of Incorporation shall be $53.22 per share, if
     redeemed on or before May 1, 1970, $52.37 per share if redeemed
     thereafter and on or before May 1, 1975, and $51.62 per share if
     redeemed after May 1, 1975, plus, as provided in said Paragraph
     XXIII, an amount equal to full cumulative dividends thereon to the
     redemption date.

          (c) The amounts payable upon the shares of 4.68% Preferred
     Stock in the event of any voluntary liquidation or dissolution or
     winding up of the Corporation shall be an amount equal to the
     redemption price (exclusive of dividends) specified in paragraph
     (b) hereof above, then in effect, plus, as provided in Paragraph XX
     of Article FOURTH of the Restated Certificate of Incorporation, an
     amount equal to full cumulative dividends thereon to the date of
     final distribution to the holders of the Preferred Stock.

     (iii)  7.76% Preferred Stock
            Created May 21, 1969
   
     The Company has established a "7.76% Preferred Stock", consisting
initially of 100,000 authorized shares of the par value of $50 per
share.

     The terms of the "7.76% Preferred Stock", in the respects in which
the shares of such series may vary from shares of other series of the
Preferred Stock (in addition to the voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, set
forth elsewhere in the Restated Certificate of Incorporation, which are
applicable to the Preferred Stock of the par value of $50 per share of
all series) shall be as follows:

          (a) The dividend rate of the 7.76% Preferred Stock shall be
     7.76% per share per annum upon the par value thereof payable
     quarterly on the first days of January, April, July and October in
     each year (the quarterly periods ending on the first days of such
     months, respectively, to be designated as dividend periods) and the
     date from which dividends on shares of the 7.76% Preferred Stock
     shall be cumulative shall be May 28, 1969.

          (b) The prices at which the 7.76% Preferred Stock may be
     redeemed at the option of the Corporation, on the terms and condi-
     tions specified in Paragraph XXIII of Article FOURTH of the
     Restated Certificate of Incorporation shall be $58.82 per share, if
     redeemed on or before May 1, 1974, $53.97 per share if redeemed
     thereafter and on or before May 1, 1979, $53.00 per share, if
     redeemed thereafter and on or before May 1, 1984, and $52.03 per
     share if redeemed after May 1, 1984, plus, as provided in said
     Paragraph XXIII, an amount equal to full cumulative dividends
     thereon to the redemption date.

          (c) The amounts payable upon the shares of 7.76% Preferred
     Stock in the event of any voluntary liquidation or dissolution or
     winding up of the Corporation shall be an amount equal to the
     redemption price (exclusive of dividends) specified in paragraph
     (b) hereof above, then in effect, plus, as provided in Paragraph XX
     of Article FOURTH of the Restated Certificate of Incorporation, an
     amount equal to full cumulative dividends thereon to the date of
     final distribution to the holders of the Preferred Stock.

     (iv)  6.40% Preferred Stock
           Created May 18, 1993

     The Company has established a "6.40% Preferred Stock", consisting
initially of 545,000 authorized shares of the par value of $50 per
share.

     The terms of the "6.40% Preferred Stock", in the respects in which
the shares of such series may vary from shares of other series of the
Preferred Stock (in addition to the voting powers, designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, set
forth elsewhere in the Restated Certificate of Incorporation, which are
applicable to the Preferred Stock of the par value of $50 per share of
all series) shall be as follows:

          (a) The dividend rate of the 6.40% Preferred Stock shall be
     6.40% per share per annum upon the par value thereof payable
     quarterly on the first days of January, April, July and October in
     each year (the quarterly periods ending on the first days of such
     months, respectively, to be designated as dividend periods) and the
     date from which dividends on shares of the 6.40% Preferred Stock
     shall be cumulative shall be May 26, 1993.

          (b) The prices at which the 6.40% Preferred Stock may be
     redeemed at the option of the Corporation, otherwise than for
     sinking fund purposes, on the terms and conditions specified in
     Paragraph XXIII of Article FOURTH of the Restated Certificate of
     Incorporation shall be $53.20 per share, if redeemed on or before
     May 1, 2003, $51.60 per share if redeemed thereafter and on or
     before May 1, 2009, $50.80 per share, if redeemed thereafter and on
     or before May 1, 2014, and $50 per share, if redeemed after May 1,
     2014, plus, as provided in said Paragraph XXIII, an amount equal to
     full cumulative dividends thereon to the redemption date; except
     $50 per share if redeemed at any time for the sinking fund, plus,
     in each case, accrued dividends to the date of redemption; provide-
     d, however, that prior to May 1, 2003, none of the shares may be
     redeemed pursuant to this paragraph (b) if such redemption is for
     the purpose or in anticipation of refunding any such shares through
     the use, directly or indirectly, of funds borrowed by the Company,
     or through the use, directly or indirectly, of funds derived
     through the issuance by the Company of stock ranking prior to or on
     a parity with the 6.40% Preferred Stock, as to dividends or assets,
     if such borrowed funds have an interest rate or an effective
     interest cost to the Company (computed in accordance with generally
     accepted financial practice) or such stock has a dividend rate or
     cost (so computed) of less than 6.40% per annum.

          (c) The amounts payable upon the shares of 6.40% Preferred
     Stock, in the event of any voluntary liquidation or dissolution or
     winding up of the Corporation shall be an amount equal to the
     redemption price (exclusive of dividends) specified in paragraph
     (b) hereof above, then in effect, plus, as provided in Paragraph XX
     of Article FOURTH of the Restated Certificate of Incorporation, an
     amount equal to full cumulative dividends thereon to the date of
     final distribution to the holders of the Preferred Stock.

          (d) The holders of shares of 6.40% Preferred Stock shall be
     entitled to the benefit of a sinking fund as follows: on May 1,
     2003, and on each May 1 (except that the final redemption shall be
     on May 1, 2022) thereafter the Corporation shall redeem out of
     funds legally available therefor 27,250 shares of this series (or
     the number of shares then outstanding if less than 27,250) at a
     sinking fund redemption price equal to $50.00 per share plus
     accrued and unpaid dividends to the redemption date; on May 1,
     2008, and on each May 1 thereafter the Corporation shall have the
     non-cumulative option to redeem up to an additional 27,250 shares
     of this series at a sinking fund redemption price equal to $50.00
     per share plus accrued and unpaid dividends to the redemption date;
     all shares redeemed by the Corporation pursuant to the foregoing
     provisions shall be cancelled; in the event that the Corporation
     shall at any time be in default in the performance of its
     obligations under the foregoing provisions of this paragraph (d),
     no dividends (other than dividends payable in Common Stock) shall
     be paid or any other distribution of assets made, by purchase of
     shares or otherwise, on Common Stock or any other stock of the
     Company over which the Preferred Stock has preference as to the
     payment of dividends or as to assets.

    III. Out of the net profits or net assets of the Corporation legally
available for dividends the holders of Preferred Stock of each series
shall be entitled to receive, when and as declared by the Board of
Directors, dividends at the per annum rate for such series fixed by the
Board of Directors pursuant to the foregoing Paragraph II, and no more,
payable quarterly on the dates fixed by the Board of Directors pursuant
to said Paragraph II for such series, in each case from the date of
cumulation of such series; and such dividends shall be cumulative
(whether or not in any dividend period or periods there shall be net
profits or net assets of the Corporation legally available for the
payment of such dividends), so that, if at any time full cumulative
dividends, as hereinafter in this Article FOURTH defined, to the end of
the then current dividend period upon the outstanding Preferred Stock of
all series shall not have been paid or declared and set apart for
payment, the amount of the deficiency shall be fully paid, but without
interest, or dividends in such amount declared on each such series and
set apart for payment, before any sum or sums shall be set aside for or
applied to the purchase or redemption of Preferred Stock of any series
and before any dividend shall be declared or paid upon or set apart for,
or any other distribution shall be ordered or made in respect of, any
junior stock and before any shares of junior stock shall be purchased,
redeemed or otherwise acquired for value (except in exchange for or with
the proceeds of the issue of other junior stock) by the Corporation.

     All dividends declared on the Preferred Stock shall be declared pro
rata so that the amounts of dividends per share declared on the
Preferred Stock of different series shall in all cases bear to each
other the same proportions that the respective dividend rates of such
respective series bear to each other.

     IV. After full cumulative dividends to the end of the then current
dividend period upon the outstanding Preferred Stock of all series shall
have been paid or declared and set apart for payment, the Corporation
shall set aside as a sinking fund or purchase fund, when and as
required, out of any funds legally available for that purpose, in
respect of each series of Preferred Stock any shares of which shall at
the time be outstanding and in respect of which a sinking fund or
purchase fund for the purchase or redemption thereof has been provided
for in the resolution or resolutions referred to in the foregoing
Paragraph II, the sum or sums required by the terms of such resolution
or resolutions as a sinking fund or purchase fund to be applied in the
manner specified therein.

     V. Out of any net profits or net assets of the Corporation legally
available for dividends remaining after full cumulative dividends to the
end of the then current dividend period upon the outstanding Preferred
Stock of all series shall have been paid or declared and set apart for
payment and after the Corporation shall have complied or made provision
for compliance with the provisions of the foregoing Paragraph IV in
respect of any and all amounts then or theretofore required to be set
aside or applied in respect of any sinking fund or purchase fund
mentioned in said Paragraph IV, then and not otherwise, the holders of
any junior stock shall, subject to the provisions hereof and of any
resolution or resolutions of the Board of Directors with respect to any
series of Preferred Stock adopted pursuant to the foregoing Paragraph
II, be entitled to receive such dividends as may from time to time be
declared by the Board of Directors.

     In the event of the issue of additional Preferred Stock of any then
existing series all dividends paid on Preferred Stock of such series
prior to the issue of such additional Preferred Stock and all dividends
declared and payable to holders of record of Preferred Stock of such
series on any date prior to such additional issue shall be deemed to
have been paid on the additional Preferred Stock so issued.

     VI. So long as any shares of the Preferred Stock of any series
shall be outstanding, the right of the Corporation to make any dis-
tribution on junior stock, as hereinafter in this Article FOURTH
defined, shall be subject to the following limitations:

          (a) If and so long as the junior stock  equity ratio, as
     hereinafter in this Article FOURTH defined, is 20% or more but less
     than 25%, the Corporation shall not make, during the twelve months'
     period ending with and including the date of any proposed distribu-
     tion on junior stock, distributions on junior stock (including the
     proposed distribution on junior stock) exceeding in aggregate
     amount 75% of the consolidated net income of the Corporation and
     its subsidiaries, as hereinafter in this Article FOURTH defined,
     for the twelve months' period ending with and including the second
     calendar month preceding the date on which the Board of Directors
     shall authorize such proposed distribution on junior stock; and

          (b) If and so long as the junior stock equity ratio is less
     than 20%, the Corporation shall not make, during the twelve months'
     period ending with and including the date of any proposed distribu-
     tion on junior stock, distributions on junior stock (including the
     proposed distribution on junior stock) exceeding in aggregate
     amount 50% of the consolidated net income of the Corporation and
     its subsidiaries for the twelve months' period ending with and
     including the second calendar month preceding the date on which the
     Board of Directors shall authorize such proposed distribution on
     junior stock.

                         B.  Preference Stock

     VII. The Preference Stock shall be stock subordinate to the
Preferred Stock both as to dividends and upon any liquidation, dis-
solution or winding up of the Corporation and shall be subject to the
prior rights and preferences of the Preferred Stock as defined in this
Article FOURTH.

     The Preference Stock may be issued at any time or from time to time
in any amount, not exceeding in the aggregate (including all shares of
any and all series thereof theretofore issued) the total number of
shares of Preference Stock hereinabove authorized, as Preference Stock
of one or more series, as hereinafter provided. All consideration
received by the Corporation from the issuance and sale of shares of any
series of Preference Stock in excess of its par value shall be entered
on its books as premium for such stock. All Shares of any one series of
Preference Stock shall be alike in every particular, each series thereof
shall be distinctly designated by letter or descriptive words, and all
series of Preference Stock shall rank equally and be identical in all
respects except as permitted by the provisions of Paragraph VIII of this
Article FOURTH.

     VIII. Authority is hereby expressly granted to and vested in the
Board of Directors at any time or from time to time to issue the
Preference Stock as Preference Stock of any series, and in connection
with the creation of each such series to fix by the resolution or
resolutions providing for the issue of shares thereof, the designations
and the preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof
to the full extent now or hereafter permitted by the laws of the State
of Delaware, in respect of the matters set forth in the following
subparagraphs (a) to (g), inclusive:

          (a) The distinctive designation of such series and the number
     of shares which shall constitute such series, which number may be
     increased or decreased (but not below the number of shares thereof
     then outstanding) from time to time by resolution of the Board of
     Directors;

          (b) The dividend rate per annum of such series, the quarterly
     payment dates for dividends on shares of such series, and the date
     from which dividends on shares of such series shall be cumulative
     (hereinafter called the "date of cumulation"), which date of
     cumulation shall be identical for all shares of such series;

          (c) The price or prices at which, and the terms and conditions
     on which, the shares of such series may be redeemed at the option
     of the Corporation (hereinafter called the "optional redemption
     price");

          (d) The amount or amounts payable upon the shares of such
     series in the event of voluntary liquidation, dissolution or
     winding up of the Corporation;

          (e) Whether or not the shares of such series shall be entitled
     to the benefit of a sinking fund or a purchase fund to be applied
     to the purchase or redemption of shares of such series, and if so
     entitled, the amount of such fund and the manner of its applica-
     tion, including the price or prices at which the shares of such
     series may be redeemed or purchased through the application of such
     fund;

          (f) Whether or not the shares of such series shall be made
     convertible into, or exchangeable for, shares of any other class or
     classes or of any other series of the same or any other class or
     classes of stock of the Corporation and, if made so convertible or
     exchangeable, the conversion price or prices, or the rates of ex-
     change, and the adjustments thereof, if any, at which such
     conversion or exchange may be made, and any other terms and condi-
     tions of such conversion or exchange; and

          (g) Whether or not the issue of any additional shares of such
     series, or any future series in addition to such series, of the
     Corporation shall be subject to restrictions and, if so, the nature
     thereof.

     Any shares of Preference Stock redeemed or purchased pursuant to
any redemption or sinking fund provision, or converted pursuant to a
convertible provision, established by the Board of Directors shall be
cancelled and shall not thereafter be issued as shares of the same
series of Preference Stock but shall revert to the status of authorized
but unissued shares of Preference Stock undesignated as to series, or
any rights or preferences thereof, and may thereafter be issued by
appropriate action of the Board of Directors just as if such stock had
never been issued, redeemed or purchased and cancelled.

     IX. Subject to the prior rights and preferences of the Preferred
Stock, out of the net profits or net assets of the Corporation legally
available for dividends the holders of Preference Stock of each series
shall be entitled to receive, when and as declared by the Board of
Directors, dividends at the per annum rate for such series fixed by the
Board of Directors pursuant to the foregoing Paragraph VIII and no more,
payable quarterly on the dates fixed by the Board of Directors pursuant
to said Paragraph VIII for such series, in each case from the date of
cumulation of such series; and such dividends shall be cumulative
(whether or not in any dividend period or periods there shall be net
profits or net assets of the Corporation legally available for the
payment of such dividends), so that, if at any time full cumulative
dividends, as hereinafter in this Article FOURTH defined, to the end of
the then current dividend period upon the outstanding Preference Stock
of all series shall not have been paid or declared and set apart for
payment, the amount of the deficiency shall be fully paid, but without
interest, or dividends in such amount declared on each such series and
set apart for payment, before any sum or sums shall be set aside for or
applied to the purchase or redemption of Preference Stock of any series
and before any dividend shall be declared or paid upon or set apart for,
or any other distribution shall be ordered or made in respect of, any
stock junior to the Preference Stock either as to dividends, or upon
liquidation, dissolution or winding up and before any shares of such
stock junior to the Preference Stock shall be purchased, redeemed or
otherwise acquired for value (except in exchange for or with the
proceeds of the issue of other such stock junior to the Preference
Stock) by the Corporation.

     All dividends declared on the Preference Stock shall be declared
pro rata so that the amounts of dividends per share declared on the
Preference Stock of different series shall in all cases bear to each
other the same proportions that the respective dividend rates of such
respective series bear to each other.

     X. Subject to the prior rights and preferences of the Preferred
Stock, after full cumulative dividends to the end of the then current
dividend period upon the outstanding Preference Stock of all series
shall have been paid or declared and set apart for payment, the
Corporation shall set aside as a sinking fund or purchase fund, when and
as required, out of any funds legally available for that purpose, in
respect of each series of Preference Stock any shares of which shall at
the time be outstanding and in respect of which a sinking fund or
purchase fund for the purchase or redemption thereof has been provided
for in the resolution or resolutions referred to in the foregoing
Paragraph VIII, the sum or sums required by the terms of such resolution
or resolutions as a sinking fund or purchase fund to be applied in the
manner specified therein.

     XI. Subject to the prior rights and preferences of the Preferred
Stock, out of any net profits or net assets of the Corporation legally
available for dividends remaining after full cumulative dividends to the
end of the then current dividend period upon the outstanding Preference
Stock of all series shall have been paid or declared and set apart for
payment and after the Corporation shall have complied or made provision
for compliance with the provisions of the foregoing Paragraph X in
respect of any and all amounts then or theretofore required to be set
aside or applied in respect of any sinking fund or purchase fund
mentioned in said Paragraph X, then and not otherwise, the holders of
the Common Stock shall, subject to the provisions hereof and of any
resolution or resolutions of the Board of Directors with respect to any
series of Preference Stock adopted pursuant to the foregoing Paragraph
VIII, be entitled to receive such dividends as may from time to time be
declared by the Board of Directors.

                    C.  Exclusive  Voting Rights of
                Common Stock--Certain Voting Rights of
         Preferred Stock and Preference Stock as to Directors

     XII. Except as otherwise required by the statutes of the State of
Delaware and as otherwise provided in this Article FOURTH, and subject
to the provisions of the By-Laws of the Corporation, as from time to
time amended, with respect to the closing of the transfer books and the
fixing of a record date for the determination of stockholders entitled
to vote, the holders of the Common Stock shall exclusively possess all
voting power for the election of directors and for all other purposes,
and the holders of the Preferred Stock and of the Preference Stock shall
have no voting power and shall not be entitled to any notice of or to
attend any meeting of stockholders; provided, however, that (a) if and
whenever full cumulative dividends for four (4) quarterly dividend
periods upon any series of Preferred Stock shall be unpaid, the holders
of the Preferred Stock as a class, subject to any rights of the holders
of the Preference Stock, if any, and without regard to series shall
thereafter at all elections of directors have the exclusive right to
elect the smallest number of directors of the Corporation that shall
constitute a majority of the Board of Directors as then constituted, and
the holders of the Common Stock of the Corporation as a class shall have
the exclusive right to elect the remaining number of directors of the
Corporation, which right of the holders of the Preferred Stock, shall
however, cease when full cumulative dividends upon the Preferred Stock
of all series then outstanding shall have been paid or declared and set
apart for payment (and such full cumulative dividends shall be declared
and paid out of any funds legally available therefor as soon as
reasonably practicable), and/or (b) if and whenever full cumulative
dividends for six (6) quarterly dividend periods (whether or not
consecutive) upon any series of Preference Stock shall be unpaid, in
whole or in part, the number of directors then constituting the full
Board of Directors shall be increased by two (said two being referred to
as the "additional two directors") and the holders of the Preference
Stock as a class and without regard to series shall thereafter at all
elections of directors have the exclusive right to elect said
"additional two directors"' and the holders of the Common Stock of the
Corporation as a class, subject to any rights of the holders of the
Preferred Stock, if any, shall have the exclusive right to elect the
remaining number of directors of the Corporation, which right of the
holders of the Preference Stock shall, however, cease when full
cumulative dividends upon the Preference Stock of all series then
outstanding shall have been paid or declared and set apart for payment
(and such full cumulative dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably practicable).

     The terms of office of all persons who may be directors of the
Corporation at the time when such right to elect a majority of the
directors shall accrue to holders of Preferred Stock and/or right to
elect such additional two directors shall accrue to holders of Prefer-
ence Stock shall terminate upon the election of the successors of such
majority directors and/or such additional two directors at the next
annual meeting of the stockholders or (unless under the provisions of
the By-Laws of the Corporation, as then in effect, an annual meeting of
the stockholders is to be held within ninety (90) days after such right
to elect a majority of directors and/or such additional two directors
shall have so accrued) at an earlier special meeting of the stockholders
held as hereinafter in this Paragraph XII provided. A special meeting of
the stockholders shall be held at any time after such right to elect a
majority of the directors shall accrue to holders of Preferred Stock
and/or such right to elect such two additional directors shall accrue to
holders of Preference Stock upon notice similar to that provided in the
By-Laws for an annual meeting, which notice shall be given not more than
fifteen (15) days after the accrual of such rights by the President, a
Vice-President, or the Secretary, of the Corporation, such meeting to be
held not less than sixty (60) nor more than ninety (90) days after the
accrual of such rights.

     At the first meeting of stockholders held for the purpose of
electing directors during such time as the holders of the Preferred
Stock and/or Preference Stock shall have the special rights voting as
separate classes to elect directors, the presence in person or by proxy
of the holders of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the holders of a
majority of the outstanding Preferred Stock and/or Preference Stock
shall be required to constitute a quorum of each such class for the
election of directors; provided, however, that in the absence of a
quorum of the holders of the Preferred Stock and/or Preference Stock, no
election of directors shall be held, but a majority of the holders of
the Preferred Stock and/or Preference Stock who are present in person or
by proxy shall have power to adjourn the election of the directors to a
date not less than fifteen nor more than fifty days from the giving of
the notice of such adjourned meeting hereinafter provided for; and
provided, further, that at such adjourned meeting, the presence in
person or by proxy of the holders of 35% of the outstanding Preferred
Stock and/or Preference Stock shall be required to constitute a quorum
of each such class for the election of directors. In the event such
first meeting of stockholders shall be so adjourned, it shall be the
duty of the President, a Vice-President or the Secretary of the
Corporation, within ten days from the date on which such first meeting
shall have been adjourned, to cause notice of such adjourned meeting to
be given to the stockholders entitled to vote thereat, such adjourned
meeting to be held not less than fifteen days nor more than fifty days
from the giving of such second notice. Such second notice shall be given
in the form and manner hereinabove provided for with respect to the
notice required to be given of such first meeting of stockholders, and
shall further set forth that a quorum was not present at such first
meeting and that the holders of 35% of the outstanding Preferred Stock
and/or Preference Stock shall be required to constitute a quorum of each
such class for the election of directors at such adjourned meeting. If
the requisite quorum of holders of the Preferred Stock and/or Preference
Stock shall not be present at said adjourned meeting, then the directors
of the Corporation then in office shall remain in office until the next
annual meeting of the Corporation, or special meeting in lieu thereof
and until their successors shall have been elected and qualify. Neither
such first meeting nor such adjourned meeting need be held on a date
within sixty days of the next annual meeting of the Corporation or
special meeting in lieu thereof. At each annual meeting of the
Corporation, or special meeting in lieu thereof, held during such time
as the holders of the Preferred Stock and/or Preference Stock, voting as
separate classes shall have the right to elect Directors, the foregoing
provisions of this paragraph shall govern each annual meeting, or
special meeting in lieu thereof, as if said annual meeting or special
meeting were the first meeting of stockholders held for the purpose of
electing directors after the right of the holders of the Preferred Stock
and/or Preference Stock, voting as separate classes, to elect Directors,
should have accrued with the exception, that if, at any adjourned annual
meeting, or special meeting in lieu thereof, the holders of 35% of the
outstanding Preferred Stock and/or Preference Stock are not present in
person or by proxy, all the directors shall be elected by a vote of the
holders of a majority of the Common Stock of the Corporation present or
represented at the meeting; provided, however, that notwithstanding the
provisions of this paragraph so long as any shares of the Preferred
Stock and/or Preference Stock of the Corporation shall be outstanding,
the holders of a majority of the Preferred Stock and/or Preference Stock
shall be sufficient to constitute a quorum of the outstanding Preferred
Stock and/or Preference Stock for the election of directors.

     No delay or failure by the holders of the Preferred Stock and/or
Preference Stock to elect the members of the Board of Directors which
such holders are entitled to elect shall invalidate the election of the
members of the Board of Directors elected by the holders of the Common
Stock. Upon the termination of such right of the holders of the
Preferred Stock to elect a majority of directors, the terms of office of
all the directors of the Corporation shall terminate upon the election
of the successors of such directors at the next annual meeting of the
stockholders or at an earlier special meeting of the stockholders called
in like manner and subject to similar conditions as hereinbefore in this
Paragraph XII provided with respect to the call of a special meeting of
stockholders for the election of directors by the holders of the
Preferred Stock.

     If and when all dividends then in default on the Preference Stock
of each series then outstanding shall have been paid, the Preference
Stock shall be divested of such voting powers and the terms of office of
the additional two directors (whether elected by vote of the holders of
Preference Stock or to fill a vacancy) shall forthwith terminate and the
number of directors constituting the full Board of Directors shall be
reduced accordingly.

     Whenever the Preferred Stock and/or Preference Stock shall be
entitled to elect Directors, any holder of such stock shall have the
right, during regular business hours, in person or by a duly authorized
representative, to examine and to make transcripts of the stock records
of the Corporation for the Preferred Stock and/or Preference Stock for
the purpose of communicating with other holders of such stock with
respect to the exercise of such right of election.

                       D.  No Cumulative Voting

     XIII. At all elections of directors by stockholders of the
Corporation, each holder of Common Stock, and each holder of Preferred
Stock and/or Preference Stock, if entitled to vote at such election,
shall be entitled to one vote for each share. The principle of
cumulative voting shall not apply.

             E.  Certain Voting Rights of Preferred Stock

     XIV. So long as any shares of the Preferred Stock of any series
shall be outstanding, the Corporation shall not, without the consent by
vote or in writing of the holders of a majority of the shares of the
Preferred Stock of all series at the time outstanding, considered as a
class without regard to series,

          (a) Sell all or substantially all its assets or consolidate or
     merge with or into any other corporation or corporations, except
     that no such consent or vote shall be required if such sale,
     consolidation or merger or the issuance or assumption of all
     securities to be issued or assumed in connection with such sale,
     consolidation or merger shall have been approved, permitted or
     ordered by the Securities and Exchange Commission or by any succes-
     sor commission or by any regulatory authority of the United States
     of America having jurisdiction over such sale, consolidation or
     merger or the issuance or assumption of securities in connection
     therewith; provided, however, that the provisions of this sub-
     paragraph (a) shall not apply to (i) a consolidation of the Cor-
     poration with, or a merger into the Corporation of, any subsidiary
     of the Corporation, or (ii) the purchase or other acquisition by
     the Corporation of the franchises or assets of another corporation
     in any manner which does not involve a consolidation or merger
     under the laws of the State of Delaware; the term "subsidiary" as
     used in this subparagraph (a) shall mean any corporation all of the
     outstanding shares of stock of which (except directors' qualifying
     shares) at the time shall be owned directly or indirectly by the
     Corporation or by a wholly-owned subsidiary of the Corporation; or 
     
          (b) Increase the total authorized amount of Preferred Stock,
     or authorized any other preferred stock on a parity therewith with
     respect to the payment of dividends or the distribution of assets
     upon the dissolution, liquidation or winding up of the Corporation,
     whether voluntary or involuntary; or

          (c) Issue any additional shares of Preferred Stock (including
     the reissuance of reacquired Preferred Stock) ranking on a parity
     with the outstanding shares of Preferred Stock either as to the
     payment of dividends or as to the distribution of assets unless (i)
     the consolidated gross income of the Corporation and its subsidiar-
     ies (after all taxes including taxes based on income) for 12
     consecutive calendar months within a period of 15 calendar months
     immediately preceding the date of such issuance is equal to at
     least one and one-half times the aggregate of all interest charges
     on indebtedness of the Corporation and its subsidiaries on a
     consolidated basis (excluding interest charges on indebtedness to
     be retired by the application of the proceeds from the issuance of
     such Preferred Stock) and the annual dividend requirements on all
     Preferred Stock of the Corporation and its subsidiaries on a
     consolidated basis (including dividend requirements on all
     Preferred Stock ranking as to dividends or assets prior to or on a
     parity with the Preferred Stock to be issued) which will be
     outstanding immediately after the issuance of such Preferred Stock;
     and unless (ii) the aggregate par value, or stated capital represe-
     nted by the outstanding shares of the junior stock of the Corpora-
     tion, including premiums thereon plus any surplus of the Corpora-
     tion is equal to at least the aggregate amount payable in connec-
     tion with an involuntary liquidation of the Corporation with
     respect to all shares of the Preferred Stock and all shares of
     stock, if any, ranking prior thereto or on a parity therewith as to
     dividends or assets, which will be outstanding immediately after
     the issuance of such Preferred Stock. If for the purpose of meeting
     the requirements of clause (c)(ii) immediately preceding it shall
     have been necessary to take into consideration any earned surplus
     of the Corporation, the Corporation shall not thereafter pay any
     dividends on, or make any distributions in respect of, or purchase
     or otherwise acquire, junior stock which would result in reducing
     the junior stock equity to an amount less than the amount payable
     on involuntary liquidation of the Corporation with respect to all
     shares of the Preferred Stock and all shares ranking prior to or on
     a parity with the Preferred Stock as to dividends and assets at the
     time outstanding. If, during the period for which gross income is
     to be determined for the purpose set forth in clause (c)(i) above,
     the amount required to be expended by the Corporation pursuant to
     a maintenance fund or similar fund established under its mortgage
     indenture shall exceed the amount deducted in the determination of
     gross income on account of depreciation and maintenance, such
     excess shall also be deducted in determining gross income; or
     
         (d) Issue or assume any unsecured notes, debentures or other
     securities representing unsecured indebtedness for any purpose
     other than

               (i) the refunding of unsecured indebtedness theretofore
          created or assumed by the Corporation and then outstanding;

               (ii) the reacquisition, redemption or other retirement of
          any indebtedness, whether secured or unsecured, which reac-
          quisition, redemption or other retirement has been authorized
          by any state or federal regulatory authority; or

               (iii) the reacquisition, redemption or other retirement
          of outstanding shares of one or more series of the Preferred
          Stock;

     if immediately after such issue or assumption the total principal
     amount of all unsecured notes, debentures or other securities
     representing unsecured indebtedness issued or assumed by the Cor-
     poration (including unsecured indebtedness then to be issued or
     assumed) would exceed twenty per centum (20%) of the aggregate of
     (1) the total principal amount of all bonds or other securities
     representing secured indebtedness issued or assumed by the
     Corporation and then to be outstanding and (2) the par value of, or
     stated capital represented by, the shares of all classes of stock
     of the Corporation then to be outstanding in the hands of the
     public, plus premium on such stock, plus capital surplus, earned
     surplus and any other surplus of the Corporation as then to be
     stated on the books of account of the Corporation.

     XV. So long as any shares of the Preferred Stock of any series
shall be outstanding, the Corporation shall not, without the consent by
vote or in writing of the holders of two-thirds of the number of shares
of the Preferred Stock of all series at the time outstanding considered
as a class without regard to series, authorize any class of stock
ranking prior to the Preferred Stock with respect to the payment of
dividends or the distribution of assets upon the dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary.

     XVI. So long as any shares of the Preferred Stock of any series
shall be outstanding, the Corporation shall not change the express terms
and provisions of the Preferred Stock as such series so as to affect
such series adversely, without the consent by vote or in writing of the
holders of two-thirds of the number of shares of Preferred Stock of all
series so affected, considered as a class without regard to series.



             F.  Certain Voting Rights of Preference Stock

     XVII. So long as any shares of the Preference Stock of any series
shall be outstanding, the Corporation shall not, without the consent by
vote or in writing of the holders of two-thirds of the number of shares
of Preference Stock of all series at the time outstanding considered as
a class without regard to series, authorize or increase the authorized
amount of any class of stock, other than shares of the Preferred Stock
(whether now or hereafter authorized or increased) ranking prior to the
Preference Stock with respect to the payment of dividends or the
distribution of assets upon the dissolution, liquidation or winding up
of the Corporation, whether voluntary or involuntary.

     XVIII. So long as any shares of the Preference Stock of any series
shall be outstanding, the Corporation shall not change the express terms
and provisions of the Preference Stock of such series so as to affect
such series adversely, without the consent by vote or in writing of the
holders of two-thirds of the number of shares of Preference Stock of all
series so affected, considered as a class without regard to series.

     XIX. So long as shares of the Preference Stock of any series shall
be outstanding, the Corporation shall not, without the consent by vote
or in writing of the holders of a majority of the shares of Preference
Stock of all series at the time outstanding considered as a class
without regard to series, either (a) increase the authorized amount of
Preference Stock, or (b) authorize or create, or increase the authorized
amount of, any class of stock, which is entitled to dividends or assets
on a parity with the Preference Stock, (c) sell all or substantially all
its assets or consolidate or merge with or into any other corporation or
corporations, except that no such consent or vote shall be required if
such sale, consolidation or merger or the issuance or assumption of all
securities to be issued or assumed in connection with such sale,
consolidation or merger shall have been approved, permitted or ordered
by the Securities and Exchange Commission or by any successor commission
or by any regulatory authority of the United States of America having
jurisdiction over such sale, consolidation or merger or the issuance or
assumption of securities in connection therewith; provided, however,
that the provisions of this subparagraph (c) shall not apply to (i) a
consolidation of the Corporation with, or a merger into the Corporation
of, any subsidiary of the Corporation, or (ii) the purchase or other
acquisition by the Corporation of the franchises or assets of another
corporation in any manner which does not involve a consolidation or
merger under the laws of the State of Delaware; the term "subsidiary" as
used in this subparagraph (c) shall mean any corporation all of the
outstanding shares of stock of which (except directors' qualifying
shares) at the time shall be owned directly or indirectly by the
Corporation or by a wholly-owned subsidiary of the Corporation, or (d)
purchase, otherwise than upon tenders, or redeem less than all of the
outstanding Preference Stock, unless all past and current dividends on
the Preference Stock shall have been paid or provided for.

                   G.  Rights of Preferred Stock on
                Liquidation, Dissolution or Winding Up

     XX. In the event of any liquidation or dissolution or winding up of
the Corporation the holders of the Preferred Stock of each series shall
be entitled to receive, out of the assets of the Corporation available
for distribution to its stockholders, before any distribution of assets
shall be made to the holders of any class of junior stock, (i) if such
liquidation, dissolution or winding up shall be involuntary, the sum of
fifty dollars ($50) per share plus full cumulative dividends thereon to
the date of final distribution to the holders of the Preferred Stock and
(ii) if such liquidation, dissolution or winding up shall be voluntary,
the amount per share fixed by the Board of Directors pursuant to the
foregoing Paragraph II plus full cumulative dividends thereon to the
date of final distribution to the holders of the Preferred Stock; and
the holders of the junior stock shall be entitled, to the exclusion of
the holders of the Preferred Stock of any and all series, to share
ratably in all the assets of the Corporation then remaining according to
the number of shares of the junior stock held by them respectively. If
upon any liquidation or dissolution or winding up of the Corporation the
net assets of the Corporation shall be insufficient to pay the holders
of all outstanding shares of Preferred Stock the full amounts to which
they respectively shall be entitled, the holders of shares of Preferred
Stock of all series shall share ratably in any distribution of assets
according to the respective amounts payable in respect of the shares
held by them upon such distribution if all amounts payable on or with
respect to the Preferred Stock of all series were paid in full. Neither
the merger nor consolidation of the Corporation into or with other
corporation, nor the merger or consolidation of any other corporation
into or with the Corporation, nor a sale, transfer or lease of all or
any part of the assets of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.

                   H.  Rights of Preference Stock on
                Liquidation, Dissolution or Winding Up

     XXI. The shares of Preference Stock shall be subordinate to the
Preferred Stock but in preference to the Common Stock upon any dis-
solution, liquidation or winding up of the Corporation, whether
voluntary or involuntary. Upon any such dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, the
holders of Preference Stock of each series, without any preference of
the shares of any series of Preference Stock over the shares of any
other series of Preference Stock, shall be entitled to receive out of
the assets of the Corporation, whether capital, surplus or other, before
any distribution of the assets to be distributed shall be made to the
holders of Common Stock or of any other stock not having preference as
to assets over the Preference Stock, the amount determined to be payable
on the shares of such series in the event of voluntary liquidation, or
the amount of consideration originally received by the Corporation for
the shares of such series in the event of involuntary liquidation, as
the case may be. In the case the assets shall not be sufficient to pay
in full the amounts determined to be payable on all the shares of
Preference Stock in the event of voluntary or involuntary liquidation,
as the case may be, then the assets available for such payment shall be
distributed ratably among the holders of the Preference Stock of all
series in accordance with the amounts determined to be payable on the
shares of each series, in the event of voluntary or involuntary
liquidation, as the case may be, in proportion to the full preferential
amounts to which they are respectively entitled. After payment to the
holders of the Preference Stock of the full preferential amounts
hereinbefore provided for, the holders of the Preference Stock as such
shall have no right or claim to any of the remaining assets of the
Corporation, either upon any distribution of such assets or upon
dissolution, liquidation or winding up, and the remaining assets to be
distributed, if any, upon a distribution of such assets or upon
dissolution, liquidation or winding up, may be distributed among the
holders of the Common Stock or of any other stock over which the
Preference Stock has preference as to assets. Without limiting the right
of the Corporation to distribute its assets or to dissolve, liquidate or
wind up in connection with any sale, merger, or consolidation, neither
the merger nor consolidation of the Corporation into or with any other
corporation, nor the merger or consolidation of any other corporation
into or with the Corporation, nor a sale, transfer or lease of all or
any part of the assets of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.

                        I.  Certain Definitions

     XXII. The term "consolidated net income of the Corporation and its
subsidiaries" shall mean the consolidated gross earnings of the
Corporation and its subsidiaries from all sources less all proper
deductions for operating expenses, taxes (including income, excess
profits and other taxes based on or measured by income or undistributed
earnings or income), interest charges and other appropriate items,
including provision for maintenance and depreciation, and less all
dividends paid or accrued on the Preferred Stock of the Corporation
which are applicable to the periods in question, and otherwise deter-
mined in accordance with sound accounting practice in use at the time,
or, at the option of the Corporation, in use at the date of this
Certificate Amendment, but determined without deducting any losses,
expenses or provisions charged directly to surplus in accordance with
the Uniform Systems of Accounts prescribed by regulatory commissions
having jurisdiction over the Corporation and its subsidiaries. The
amount deducted for maintenance and depreciation of property of the
Corporation and its subsidiaries shall be at least equal to the
aggregate amount spent for maintenance and provided for depreciation by
the Corporation and its subsidiaries.

     The term "consolidated surplus of the Corporation and its sub-
sidiaries" shall include capital surplus, earned surplus and any other
surplus of the Corporation and its subsidiaries, consolidated in
accordance with sound accounting practice.

     The term "distribution on junior stock" shall mean a dividend
(other than a dividend payable in junior stock) or other distribution on
junior stock, a purchase or redemption of junior stock and any other
acquisition for value of junior stock (except in exchange for or with
the proceeds of the issue of other junior stock).

     The term "full cumulative dividends" whenever used in this Article
FOURTH with reference to any share of any series of the Preferred Stock
or Preference Stock shall be deemed to mean (whether or not in any
dividend period or any part thereof in respect of which such term is
used there shall have been net profits or net assets of the Corporation
legally available for the payment of such dividends) that amount which
shall be equal to dividends at the rate per share fixed for such series
by the Board of Directors pursuant to Paragraphs II or VIII of this
Article FOURTH, for the period of time elapsed from the date of
cumulation of such series to the date as of which full cumulative
dividends are to be computed (including an amount equal to a dividend at
such rate for the elapsed portion of the current dividend period) less,
in each case, the amount of all dividends paid, or deemed paid, upon
such stock.

     The term "junior stock", whenever used in this Article FOURTH,
shall mean the Common Stock, Preference Stock and any other class or
classes of stock of the Corporation over which the Preferred Stock has
preference or priority with respect to the payment of dividends and the
distribution of assets upon the dissolution, liquidation or winding up
of the Corporation, whether voluntary or involuntary.

     The term "junior stock equity", whenever used in this Article
FOURTH, shall mean the aggregate par value of, or stated capital
represented by, the outstanding shares of the junior stock of the
Corporation including premiums thereon plus any surplus of the Cor-
poration.

     The term "junior stock equity ratio" shall mean the ratio, computed
as of the end of the second calendar month preceding the date of the
authorization by the Board of Directors of the proposed distribution on
junior stock and adjusted to reflect the proposed distribution on junior
stock, of

          (i) the aggregate par value of, or stated capital represented
     by, the outstanding shares of the junior stock, including premiums
     on junior stock, plus the consolidated surplus of the Corporation
     and its subsidiaries, as hereinafter in this Article FOURTH defin-
     ed,
to
          (ii) the total capitalization of the Corporation and its
     subsidiaries, as hereinafter in this Article FOURTH defined, plus
     the consolidated surplus of the Corporation and its subsidiaries.

     The term "total Capitalization of the Corporation and its sub-
sidiaries" shall mean the aggregate of the principal amount of all
indebtedness of the Corporation and its subsidiaries outstanding in the
hands of the public maturing more than twelve (12) months from the date
of determination of total capitalization of the Corporation and its
subsidiaries, plus the par value of, or stated capital represented by,
the shares of all classes of stock of the Corporation and its
subsidiaries outstanding in the hands of the public, plus premium on
such stock plus, in the case of such stock of subsidiaries, any surplus
applicable thereto.

                      J.  Redemption of Preferred
                     Stock and/or Preference Stock

     XXIII. The Preferred Stock and/or Preference Stock of all series,
or of any series thereof, or any part of any series thereof, at any time
outstanding, may be redeemed by the Corporation, at its election
expressed by resolution of the Board of Directors, at any time or from
time to time (which time, when fixed in each case, is herein after
called the "redemption date"), upon not less than thirty (30) days'
previous notice to the holders of record of the Preferred Stock and/or
Preference Stock to be redeemed, given by mail and by publication in a
newspaper of general circulation in the Borough of Manhattan, City and
State of New York, in such manner as may be prescribed by resolution or
resolutions of the Board of Directors, at the optional redemption price
or prices fixed by the Board of Directors pursuant to the foregoing
Paragraph II and/or Paragraph VIII, as the case may be, then applicable
to the Preferred Stock and/or Preference Stock to be redeemed, plus an
amount equal to full cumulative dividends thereon to the redemption date
(the aggregate of which amounts is hereinafter in this Paragraph XXIII
called the "redemption price"). If less than all the outstanding shares
of the Preferred Stock and/or Preference Stock of any series are to be
redeemed, the redemption may be made either by lot or pro rata in such
manner as may be prescribed by resolution of the Board of Directors. The
Corporation may, if it so elects, provide moneys for the payment of the
redemption price by depositing the amount thereof for the account of the
holders of Preferred Stock and/or Preference Stock entitled thereto,
with a bank or trust company doing business in the Borough of Manhattan,
in the City of New York, and having capital and surplus of at least Five
Million Dollars ($5,000,000), at any time prior to the redemption date
(the date of any such deposit being hereinafter called the "date of
deposit"). In such event, the notice of redemption shall include a
statement of the intention of the Corporation to deposit such amount
prior to the redemption date and the name and address of the bank or
trust company with which the deposit will be made. On and after the
redemption date (unless default shall be made by the Corporation in
providing moneys for the payment of the redemption price), or, if the
Corporation shall make such deposit on or before the date specified
therefor in the notice, then on and after the date of deposit, all
dividends on the Preferred Stock and/or Preference Stock thereby called
for redemption shall cease to accrue and, notwithstanding that any
certificate for shares of Preferred Stock and/or Preference Stock so
called for redemption shall not have been surrendered for cancellation;
the shares represented thereby shall no longer be deemed to be
outstanding and all rights of the holders thereof as stockholders of the
Corporation shall cease and terminate, except the right to receive the
redemption price as hereinafter provided and except any conversion or
exchange rights not theretofore expired. Such conversion or exchange
rights, however, in any event shall cease and terminate upon the
redemption date or upon any earlier date fixed by the Board of Directors
pursuant to the foregoing Paragraph II and/or Paragraph VIII for the
termination of such rights. The Corporation may pay in regular course
any dividends reflected in the redemption price either to the holders of
record on the record date fixed for determination of stockholders
entitled to receive such dividends (in which event, anything herein to
the contrary notwithstanding, the amount so deposited need not include
any dividends so paid or to be paid) or as a part of the redemption
price upon surrender of the certificates for the shares redeemed. On and
after the redemption date or, if the Corporation shall elect to deposit
the moneys for such redemption as herein provided, then on and after the
date of deposit, the holders of record of the Preferred Stock and/or
Preference Stock to be redeemed shall be entitled to receive the
redemption price upon actual delivery to the Corporation or, in the
event of such a deposit, to the bank or trust company with which such
deposit is made, of certificates for the shares to be redeemed (such
certificates, if required, to be properly stamped for transfer and duly
endorsed in blank or accompanied by proper instruments of assignment and
transfer thereof duly endorsed in blank). Any moneys so deposited which
shall remain unclaimed by the holders of such Preferred Stock and/or
Preference Stock at the end of six (6) years after the redemption date
shall be paid by such bank or trust company to the Corporation;
provided, however, that all moneys so deposited, which shall not be
required for such redemption because of the exercise of any right of
conversion or exchange, shall be returned to the Corporation forthwith. 
Any interest accrued on moneys so deposited shall be paid to the
Corporation from time to time.

           K.  Purchase of Preferred and/or Preference Stock

     XXIV. The Corporation may, from time to time, subject to the
provisions of Paragraph III and/or Paragraph IX, as the case may be, of
this Article FOURTH, purchase the whole of the Preferred Stock and/or
Preference Stock or any series thereof, or any part of any series
thereof, upon the best terms reasonably obtainable, but in no event at
a price greater than the then current redemption of the shares so
purchased.

                         L.  Preemptive Rights

     XXV. No holder of stock of the Corporation shall be entitled as
such as a matter of right to subscribe for or purchase any part of any
new or additional issue of stock of the Corporation of any class or of
securities convertible into stock of any class, whether now or hereafter
authorized or whether issued for money, for consideration other than
money or by way of dividend; provided, however, that if the Board of
Directors shall determine to offer any new or additional shares of
Common Stock, or any security convertible into Common Stock, for money,
other than: (a) by a public offering or an offering of such shares of
Common Stock or such security to or through underwriters or investment
bankers who shall have agreed to make a public offering thereof; (b)
pursuant to a plan offered to any one or more classes of security
holders of the Corporation or of any subsidiary of the Corporation under
which such holders can invest dividends paid on stock of the Corporation
or of any such subsidiary and/or amounts of cash in any of such shares
or securities; or (c) pursuant to a thrift, savings, employee stock
ownership, pension or other employee benefit plan under which an
employee of the Corporation or of any subsidiary of the Corporation or
a trust for the benefit of any such employee can purchase or acquire any
of such shares or securities; the same shall first be offered pro rata
to the holders of the then outstanding shares of Common Stock of the
Corporation upon terms not less favorable to the purchaser (without
deduction of such reasonable compensation, allowance or discount for the
sale, underwriting or purchase as may be fixed by the Board of
Directors) than those on which the Board of Directors issues and
disposes of stock or securities to others than such holders of Common
Stock; and provided further that the time within which such preemptive
rights shall be exercised may be limited by the Board of Directors to
such time as said Board may deem proper, not less, however, than ten
(10) days after the mailing of notice that such preemptive rights are
available and may be exercised. For the purposes of this Paragraph XXV,
the term "subsidiary" shall mean any corporation at least a majority of
whose outstanding voting stock shall at the time be owned by the
Corporation or by one or more subsidiaries or by the Corporation and one
or more subsidiaries, and the term "voting stock" shall mean stock of
any  class  or classes, however designated, having ordinary voting power
for the election of a majority of the directors of such corporation,
other than stock having such power only by reason of the happening of a
contingency.

                               M.  Scrip

     XXVI. The Board of Directors may from time to time by resolution or
resolutions provide for the issue of scrip in lieu of fractional shares
of Common Stock, disregarding balances of less the l/100 of a share.
Such scrip shall not confer upon the holder any right to dividends or
any voting or other rights of a stockholder of the Corporation, but the
Corporation shall from time to time, within such period as may be
limited by resolution or resolutions of the Board of Directors, issue
one or more whole shares of Common Stock upon the surrender of scrip for
fractional shares aggregating the number of whole shares issuable in
respect of the scrip so surrendered, provided that the scrip so
surrendered shall be properly endorsed for transfer if in registered
form. All scrip certificates not so exchanged within such period as may
be limited by resolution or resolutions of the Board of Directors shall
be and become null and void and of no further force and effect.

     FIFTH:A.  Higher Vote for Certain Business Transactions.  In
addition to any affirmative vote required by law or this Restated
Certificate of Incorporation or the By-Laws of the Corporation, and
except as otherwise expressly provided in Section C of this Article
FIFTH:

          (1) any merger or consolidation of the Corporation or any
     Subsidiary (as hereinafter defined) with (a) any Interested
     Stockholder (as hereinafter defined) or (b) any other company
     (whether or not itself an Interested Stockholder) which is or after
     such merger or consolidation would be an Affiliate (as hereinafter
     defined) or Associate (as hereinafter defined) of an Interested
     Stockholder; or

          (2) any sale, lease, exchange, mortgage, pledge, transfer or
     other disposition (in one transaction or a series of transactions)
     to or with any Interested Stockholder or any Affiliate or Associate
     of any Interested Stockholder, involving any assets or securities
     of the Corporation, any Subsidiary or any Interested Stockholder or
     any Affiliate or Associate of any Interested Stockholder, having an
     aggregate Fair Market Value (as hereinafter defined) in excess of
     $25,000,000; or

          (3) the adoption of any plan or proposal for the termination,
     liquidation or dissolution of the Corporation proposed by or on
     behalf of an Interested Stockholder or any Affiliate or Associate
     of any Interested Stockholder; or

          (4) any reclassification of securities (including any reverse
     stock split) or recapitalization of the Corporation or any merger
     or consolidation of the Corporation with any Subsidiary of the
     Corporation or any other transaction (whether or not with or
     otherwise involving an Interested Stockholder) that has the effect,
     directly or indirectly, of increasing the proportionate share of
     any class or series of Common Stock (as hereinafter defined), or
     any securities convertible into Common Stock or into equity
     securities of the Corporation or any Subsidiary, that is
     beneficially owned by an Interested Stockholder or any Affiliate or
     Associate of any Interested Stockholder; or

          (5) any tender offer or exchange offer made by the Corporation
     for shares of Common Stock which may have the effect of increasing
     an Interested Stockholder's percentage beneficial ownership (as
     hereinafter defined) so that following the completion of the tender
     offer or exchange offer the Interested Stockholder's percentage
     beneficial ownership of the outstanding Common Stock may exceed
     100% of the Interested Stockholder's percentage beneficial
     ownership immediately prior to the commencement of such tender
     offer or exchange offer; or

          (6) the issuance or transfer by the Corporation or any
     Subsidiary (in one transaction or a series of transactions) of any
     securities of the Corporation or any Subsidiary to any Interested
     Stockholder or any Affiliate of any Interested Stockholder having
     an aggregate Fair Market Value in excess of $25,000,000; or

          (7) any agreement, contract or other arrangement providing for
     any one or more of the actions specified in the foregoing clauses
     (1) to (6) shall require: (1) the affirmative vote of the holders
     of Voting Stock (as hereinafter defined) representing shares equal
     to at least eighty percent (80%) of the then issued and outstanding
     Voting Stock of the Corporation authorized to be issued from time
     to time under Article FOURTH of this Restated Certificate of
     Incorporation; and (2) the affirmative vote of a majority of the
     then issued and outstanding Voting Stock of the Corporation,
     excluding any shares of Voting Stock beneficially owned by such
     Interested Stockholder. Such affirmative vote shall be required
     notwithstanding the fact that no vote may be required, or that a
     lesser percentage may be specified, by law or any agreement with
     any national securities exchange or otherwise.

     B.  Definition of "Business Combination".  For the purposes of this
Article FIFTH the term "Business Combination" shall mean any transaction
that is referred to in any one or more of clauses (1) through (6) of
Section A of this Article FIFTH.

     C. When Higher Vote is Not Required. The provisions of the
preceding Paragraph A shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law or by any other
provision of this Restated Certificate of Incorporation or the By-Laws
of the Corporation or any agreement with any national securities
exchange, if all of the conditions specified in either of the following
Paragraphs (1) or (2) are met or, in the case of a Business Combination
not involving the payment of consideration to the holders of the
Corporation's outstanding Common Stock, if the condition specified in
the following Paragraph (1) is met:

          (1) The Business Combination shall have been approved by a
     majority (whether such approval is made prior to or subsequent to
     the acquisition of beneficial ownership of the Voting Stock that
     caused the Interested Stockholder to become an Interested
     Stockholder) of the Continuing Directors (as hereinafter defined).

          (2) All of the following conditions shall have been met with
     respect to the outstanding Common Stock, whether or not the
     Interested Stockholder has previously acquired beneficial ownership
     of any shares of the Common Stock:

          (a) The aggregate amount of cash and the Fair Market Value, as
     of the date of the consummation of the Business Combination, of
     consideration other than cash to be received per share by holders
     of the Common Stock in such Business Combination shall be at least
     equal to the highest amount determined under clauses (i), (ii),
     (iii), and (iv) below:

             (i) (if applicable) the highest per share price (including
          any brokerage commissions, transfer taxes and soliciting
          dealers' fees) paid by or on behalf of the Interested
          Stockholder for any share of the Common Stock in connection
          with the acquisition by the Interested Stockholder of
          beneficial ownership of shares of the Common Stock (x) within
          the two-year period immediately prior to the first public
          announcement of the proposed Business Combination (the
          "Announcement Date") or (y) in the transaction in which it
          became an Interested Stockholder, whichever is higher, in
          either case as adjusted for any subsequent stock split, stock
          dividend, subdivision or reclassification with respect to the
          Common Stock;

            (ii) the Fair Market Value per share of the Common Stock on
          the Announcement Date or on the date on which the Interested
          Stockholder became an Interested Stockholder (the
          "Determination Date"), whichever is higher, as adjusted for
          any subsequent stock split, stock dividend, subdivision or
          reclassification with respect to the Common Stock;

            (iii) (if applicable) the price per share equal to the Fair
          Market Value per share of the Common Stock determined pursuant
          to the immediately preceding clause (ii), multiplied by the
          ratio of (x) the highest price per share (including any
          brokerage commissions, transfer taxes and soliciting dealers'
          fees) paid by or on behalf of the Interested Stockholder for
          any share of the Common Stock in connection with the
          acquisition by the Interested Stockholder of beneficial
          ownership of shares of the Common Stock within the two-year
          period immediately prior to the Announcement Date, as adjusted
          for any subsequent stock split, stock dividend, subdivision or
          reclassification with respect to the Common Stock to (y) the
          Fair Market Value per share of the Common Stock on the first
          day in such two-year period on which the Interested
          Stockholder acquired beneficial ownership of any shares of the
          Common Stock, as adjusted for any subsequent stock split,
          stock dividend, subdivision or reclassification with respect
          to Common Stock; and

            (iv) the Corporation's net income per share of the Common
          Stock for the four full consecutive fiscal quarters
          immediately preceding the Announcement Date, multiplied by the
          higher of the then price/earnings multiple (if any) of such
          Interested Stockholder or the highest price/earnings multiple
          of the Corporation within the two-year period immediately
          preceding the Announcement Date (such price/earnings multiples
          being determined by dividing (x) an amount equal to the
          highest price per share during a day as reported in The Wall
          Street Journal from the Composite Tape for the New York Stock
          Exchange by (y) the immediately preceding publicly reported
          twelve-months earnings per share).
 
          (b) The consideration to be received by holders of the Common
     Stock shall be in cash or in the same form as previously has been
     paid by or on behalf of the Interested Stockholder in connection
     with its direct or indirect acquisition of beneficial ownership of
     shares of such Common Stock. If the consideration previously paid
     by the Interested Stockholder to acquire Common Stock varied among
     the recipients thereof as to form, the form of consideration to be
     paid for such Common Stock in connection with the Business
     Combination shall be either cash or the form used to acquire
     beneficial ownership of the largest number of shares of such Common
     Stock previously acquired by the Interested Stockholder.

          (c) After the Determination Date and prior to the consummation
     of such Business Combination: (i) there shall have been no
     reduction in the annual rate of dividends paid on the Common Stock
     (except as necessary to reflect any stock split, stock dividend or
     subdivision of the Common Stock), except as approved by a majority
     of the Continuing Directors; (ii) there shall have been an increase
     in the annual rate of dividends paid on the Common Stock as
     necessary to reflect any reclassification (including any reverse
     stock split), recapitalization, reorganization or any similar
     transaction that has the effect of reducing the number of
     outstanding shares of Common Stock, unless the failure so to
     increase such annual rate is approved by a majority of Continuing
     Directors; and (iii) such Interested Stockholder shall not have
     become the beneficial owner of any additional shares of Common
     Stock except as part of the transaction that results in such
     Interested Stockholder becoming an Interested Stockholder and
     except in a transaction that, after giving effect thereto, would
     not result in any increase in the Interested Stockholder's
     percentage of beneficial ownership of Common Stock.

          (d) After the Determination Date, such Interested Stockholder
     shall not have received the benefit, directly or indirectly (except
     proportionately as a stockholder of the Corporation), of any loans,
     advances, guarantees, pledges or other financial assistance or any
     tax credits or other tax advantages provided by the Corporation,
     whether in anticipation of or in connection with such Business
     Combination or otherwise.

          (e) A proxy or information statement describing the proposed
     Business Combination and complying with the requirements of the
     Securities Exchange Act of 1934, as amended, and the rules and
     regulations thereunder (the "Act") (or any subsequent provisions
     amending or replacing such Act, rules or regulations) shall be
     mailed to all stockholders of the Corporation at least 30 days
     prior to the consummation of such Business Combination (whether or
     not such proxy or information statement is required to be mailed
     pursuant to such Act or subsequent provisions). The proxy or
     information statement shall contain on the first page thereof, in
     a prominent place, any statement as to the advisability of the
     Business Combination that the Continuing Directors, or any of them,
     may choose to make and, if deemed advisable by a majority of the
     Continuing Directors, the opinion of an investment banking firm
     selected by a majority of the Continuing Directors as to the
     fairness (or not) of the terms of the Business Combination from a
     financial point of view to the holders of the outstanding shares of
     the Common Stock other than the Interested Stockholder and its
     Affiliates or Associates (as hereinafter defined), such investment
     banking firm to be paid a reasonable fee for its services by the
     Corporation.

          (f) Such Interested Stockholder shall not have made any major
     change in the Corporation's business or equity capital structure
     without the approval of a majority of the Continuing Directors.

     D.  Certain Definitions. The following definitions shall apply with
     respect to this Article FIFTH.

          (1) The term "Common Stock" or "Voting Stock" shall mean all
     common stock of the Corporation authorized to be issued from time
     to time under Article FOURTH of the Restated Certificate of
     Incorporation that by its terms may be voted on all matters
     submitted to stockholders of the Corporation generally.

          (2) The term "person" shall mean any individual, firm, company
     or other entity and shall include any group comprised of any person
     and any other person with whom such person or any Affiliate or
     Associate of such person has any agreement, arrangement or
     understanding, directly or indirectly, for the purpose of
     acquiring, holding, voting or disposing of the Common Stock.

          (3) The term "Interested Stockholder" shall mean any person
     (other than the corporation or any Subsidiary and other than any
     profit-sharing, employee stock ownership or other employee benefit
     or dividend reinvestment plan of the Corporation or any Subsidiary
     or any trustee of or fiduciary with respect to any such plan when
     acting in such capacity) who (a) is the beneficial owner of Voting
     Stock representing five percent (5%) or more of the votes entitled
     to be cast by the holders of all then outstanding shares of Voting
     Stock; or (b) is an Affiliate or Associate of the Corporation and
     at any time within the two-year period immediately prior to the
     Announcement Date was the beneficial owner of Voting Stock
     representing five percent (5%) or more of the votes entitled to be
     cast by the holders of all then outstanding shares of Voting Stock.

          (4) A person shall be a "beneficial owner" of any Common Stock
     (a) which such person or any of its Affiliates or Associates
     beneficially owns, directly or indirectly, (b) which such person or
     any of its Affiliates or Associates has, directly or indirectly,
     (i) the right to acquire (whether such right is exercisable
     immediately or subject only to the passage of time), pursuant to
     any agreement, arrangement or understanding or upon the exercise of
     conversion rights, exchange rights, warrants or options, or
     otherwise, or (ii) the right to vote pursuant to any agreement,
     arrangement or understanding; or (c) which is beneficially owned,
     directly or indirectly, by any other person with which such person
     or any of its Affiliates or Associates has any agreement,
     arrangement or understanding for the purpose of acquiring, holding,
     voting or disposing of any shares of Common Stock. For purposes of
     determining whether a person is an Interested Stockholder pursuant
     to Paragraph 4 of this Section D, the number of shares of Common
     Stock deemed to be outstanding shall include shares deemed
     beneficially owned by such person through application of Paragraph
     5 of this Section D, but shall not include any other shares of
     Common Stock that may be issuable pursuant to any agreement,
     arrangement or understanding, or upon exercise of conversion
     rights, warrants, or options, or otherwise.


          (5) An "Affiliate" of a specified person is a person that
     directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the
     person specified. The term "Associate", used to indicate a
     relationship with any person, means (a) any company (other than the
     Corporation or any Subsidiary) of which such person is an officer
     or partner or is, directly or indirectly, the beneficial owner of
     ten percent (10%) or more of any class of equity securities, (b)
     any trust or other estate in which such person has a substantial
     beneficial interest or as to which such person serves as trustee or
     in a similar fiduciary capacity, and (c) any relative or spouse of
     such person, or any relative of such spouse, who has the same house
     as such person or who is a director or officer of the Corporation
     or of any parent or Subsidiary of the Corporation.

          (6) The term "Subsidiary" means any company of which a
     majority of any class of equity security is beneficially owned by
     the Corporation; provided, however, that for the purposes of the
     definition of Interested Stockholder set forth in Paragraph (3) of
     this Section D, the term "Subsidiary" shall mean only a company of
     which a majority of each class of equity security is beneficially
     owned by the Corporation.

          (7) The term "Continuing Director" means any member of the
     Board of Directors of the Corporation (the "Board of Directors"),
     who, while such person is a member of the Board of Directors, is
     not an Affiliate or Associate or representative of any Interested
     Stockholder and who was a member of the Board of Directors prior to
     the time than any Interested Stockholder became an Interested
     Stockholder, and any successor of a Continuing Director, who, while
     such successor is a member of the Board of Directors, is not an
     Affiliate or Associate or representative of any Interested
     Stockholder and who is recommended or elected to succeed the
     Continuing Director by a majority of Continuing Directors.

          (8) The term "Fair Market Value" means (a) in the case of
     cash, the amount of such cash; (b) in the case of stock, the
     highest closing sale price during the 30-day period immediately
     preceding the date in question of a share of such stock on the
     Composite Tape for New York Stock Exchange-Listed Stocks, or if
     such stock is not quoted on the Composite Tape, on the New York
     Stock Exchange, or, if such stock is not listed on such Exchange,
     on the principal United States securities exchange registered under
     the Act on which such stock is listed, or, if such stock is not
     listed on any such exchange, the highest closing bid quotation with
     respect to a share of such stock during the 30-day period preceding
     the date in question on the National Association of Securities
     Dealers, Inc. Automated Quotations System or any similar system
     then in use, or if no such quotations are available, the fair
     market value on the date in question of a share of such stock as
     determined by a majority of the Continuing Directors in good faith;
     and (c) in the case of property other than cash or stock, the fair
     market value of such property on the date in question as determined
     in good faith by a majority of the Continuing Directors.

          (9) In the event of any Business Combination in which the
     Corporation survives, the phrase "consideration other than cash to
     be received" as used in Paragraphs 2(a) and 2(b) of Section C of
     this Article FIFTH shall include the shares of Common Stock and/or
     the shares of any other class of Voting Stock retained by the
     holders of such shares.

     E. Powers of the Continuing Directors.  A majority of the
Continuing Directors shall have the power and duty to determine for
purposes of this Article FIFTH, on the basis of information known to
them after reasonable inquiry, (1) whether a person is an Interested
Stockholder, (2) the number of shares of Common Stock or other
securities beneficially owned by any person, (3) whether a person is an
Affiliate or Associate of another, and (4) whether the assets that are
the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation
or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value in excess of the amounts set forth in clauses (2) and (6)
of Section A of this Article FIFTH.

     Any such determination made in good faith by a majority of the
Continuing Directors shall be binding and conclusive for all the
purposes of this Article FIFTH.

     F. No Effect of Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article FIFTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

     G. No Effect on Fiduciary Obligations of Directors.  The fact that
any Business Combination complies with the provisions of Section C,
Paragraph 2 of this Article FIFTH shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors,
or any member thereof, to approve such Business Combination or recommend
its adoption or approval to the stockholders of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any
manner the Board of Directors, or any member thereof, with respect to
evaluations of or actions and responses taken with respect to such
Business Combination.

     SIXTH: The existence of this Corporation is to be perpetual.

     SEVENTH: The private property of the stockholders of this
Corporation shall not be subject to the payment of corporate debts to
any extent whatever.

     EIGHTH: (1) The number of directors of this Corporation shall be
fixed and may be altered from time to time as may be provided in the By-
Laws. Vacancies on the Board of Directors and newly created
directorships resulting from any increase in the authorized number of
directors may be filled by a majority vote of the directors then in
office, though less than a quorum or by a sole remaining director at any
meeting of the Board of Directors and the directors so chosen shall hold
office until the next election of the Class for which such directors
shall have been chosen and until their successors shall have been duly
elected and qualified, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten
percent of the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office. Subject to
the provisions of Paragraph XII of Article FOURTH hereof, any director
may be removed by the stockholders at any annual or special meeting
thereof only for cause. Directors of this Corporation need not be
stockholders therein.

     (2) At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of the
term for which they are elected, and until their successors have been
duly elected and qualified; except that if any such election shall not
be so held, such election shall take place at a stockholders' meeting
called and held in accordance with the Delaware General Corporation Law.
The directors of the Corporation shall be divided into three classes as
nearly equal in size as is practicable, hereby designated Class I, Class
II and Class III. The term of office of the initial Class I directors
shall expire at the next succeeding annual meeting of stockholders, the
term of office of the initial Class II directors shall expire at the
second succeeding annual meeting of stockholders and the term of office
of the initial Class III directors shall expire at the third succeeding
annual meeting of the stockholders. For the purposes hereof, the initial
Class I, Class II and Class III directors shall be those directors
elected at the May 7, 1991 annual meeting and designated as members of
such Class. At each annual meeting after the May 7, 1991 annual meeting,
directors to replace those of a Class whose terms expire at such annual
meeting shall be elected to hold office until the third succeeding
annual meeting and until their respective successors shall have been
duly elected and shall qualify. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as
nearly equal in number as is practicable.

     Anything to the contrary notwithstanding, after May 7, 1991, any
director's term shall be subject to being mandatorily shortened to a
period of less than the term for which he or she was elected, depending
upon the attainment of a particular age of the director or upon
relocation of the director from the Company's service area, subject to
short-term extensions for a period no longer than the term for which he
or she was elected, based on the judgment of the directors as to what is
in the best interests of the Company, as may be provided by By-Laws
implementing these provisions.

     The foregoing provisions relating to the classification of the
Board are subject to the provisions of Paragraph XII of Article FOURTH
hereof.

     NINTH: In furtherance and not in limitation of the powers conferred
by statute the Board of Directors is expressly authorized:

          (a) To fix, determine and vary from time to time the amount to
     be maintained as surplus and the amount or amounts to be set apart
     as working capital.

          (b) To make, amend, alter, change, add to or repeal By-Laws
     for this Corporation, without any action on the part of the stock-
     holders. The By-Laws made by the directors may be amended, altered,
     changed, added to or repealed by the stockholders.

          (c) By resolution passed by a majority of the whole Board, to
     designate three or more directors to constitute an Executive
     Committee which committee shall have and exercise (except when the
     Board of Directors shall be in session) such powers and rights of
     the Board of Directors in the management of the business and
     affairs of this Corporation as may be provided in the By-Laws or in
     said resolution, and shall have power to authorize the seal of this
     Corporation to be affixed to all papers which may require it.

          (d) To authorize and cause to be executed mortgages and liens,
     without limit as to amount, upon the real and personal property of
     this Corporation.

          (e) From time to time to determine whether and to what extent,
     at what time and place, and under what conditions and regulations
     the accounts and books of this Corporation or any of them, shall be
     open to the inspection of any stockholder; and no stockholder shall
     have any right to inspect any account or book or document of this
     Corporation except as conferred by statute or the By-Laws or as
     authorized by a resolution of the stockholders or Board of
     Directors.

          (f) To sell, assign, convey and otherwise dispose of a part of
     the property, assets and effects of this Corporation less than the
     whole or less than substantially the whole thereof, on such terms
     and conditions as they shall deem advisable, without the assent of
     the stockholders in writing or otherwise; and also to sell, assign,
     transfer, convey and otherwise dispose of the whole or
     substantially the whole of the property, assets, effects,
     franchises and good-will of this Corporation on such terms and
     conditions as they shall deem advisable, but only with the assent
     in writing or pursuant to the affirmative vote of the holders of
     not less than a majority in interest of the Common Stock then out-
     standing, but in any event not less than the amount required by
     law.

          (g) All of the powers of this Corporation, in so far as the
     same lawfully may be vested by this certificate in the Board of
     Directors, are hereby conferred upon the Board of Directors of this
     Corporation.

     TENTH: In the absence of fraud, no contract or transaction between
this Corporation and any other association or corporation shall be
affected by the fact that any of the directors or officers of this
Corporation are interested in or are directors or officers of such other
association or corporation, and any director or officer of this
Corporation individually may be a party to, or may be interested in any
such contract or transaction of this Corporation; and no such contract
or transaction of this Corporation with any person or persons, firm,
association or corporation, shall be affected by the fact that any
director or officer of this Corporation is a party to, or interested in
such contract or transaction, or in any way connected with such person
or persons, firm, association or corporation; and each and every person
who may become a director or officer of this Corporation is hereby
relieved from any liability that might otherwise exist from thus
contracting with this Corporation for the benefit of himself or any
person, firm, association or corporation in which he may be in any way
interested.

     ELEVENTH: This Corporation may in its By-Laws fix the number (not
less than the number required by law or in this certificate) of shares,
the holders of which must consent to, or which must be voted in favor
of, any specific act or acts by this Corporation, or its Board of
Directors or Executive Committee, and during the period for which such
number remains so fixed, such specified act or acts shall not and may
not be performed or carried out by this Corporation, or its Board of
Directors or Executive Committee without the consent or affirmative vote
of the holders of at least the number of shares so fixed.

     TWELFTH: Except where other notice is specifically required by
statute written notice only of any stockholders' meeting given as
provided in the By-Laws shall be sufficient without publication or other
form of notice.

     THIRTEENTH: Any officer or agent elected or appointed by the Board
of Directors, or by the Executive Committee, or by the stockholders, or
any member of the Executive Committee, or of any other committee, may be
removed at any time, with or without cause, in such manner as shall be
provided in the By-Laws of this Corporation.

     FOURTEENTH: This Corporation may in its By-Laws make any other
provisions or requirements for the management or conduct of the business
of this Corporation, provided the same be not inconsistent with the
provisions of this certificate, or contrary to the laws of the State of
Delaware or of the United States.

     FIFTEENTH: This Corporation reserves the right to amend, alter,
change, add to or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by statute, and
all rights conferred on officers, directors and stockholders herein are
granted subject to this reservation.

     SIXTEENTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws as presently
or hereafter in effect, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for or with
respect to any acts or omissions in the performance of his or her duties
as a director of the Corporation. No amendment to or repeal of this
Article SIXTEENTH shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment.












     IN WITNESS WHEREOF, said INTERSTATE POWER COMPANY has caused this
certificate to be signed by W. H. STOPPELMOOR, its President and
attested by J. C. McGowan, its Secretary, this 21st day of October,
1993.

                                   INTERSTATE POWER COMPANY
 

Attest:                            By  /s/ W. H. Stoppelmoor           
     J.C. McGowan,                       W. H. STOPPELMOOR
      Secretary                               President

________________________
INTERSTATE POWER COMPANY
          1925
     CORPORATE SEAL
        DELAWARE
  /s/ J. C. McGowan     


STATE OF IOWA            }ss.:
COUNTY OF DUBUQUE        }

      BE IT REMEMBERED that on October 21, 1993, personally came before
me DONNA KLEIN, a Notary Public in and for the County and State
aforesaid, W. H. STOPPELMOOR, President of INTERSTATE POWER COMPANY, a
Delaware corporation, the corporation described in and which executed,
and on behalf of which was made, the foregoing Certificate, known to me
to be such President, and said W. H. STOPPELMOOR as such President duly
signed said Certificate before me and acknowledged said Certificate to
be his act and deed and the act and deed of said Corporation, and he
further acknowledged to me that the signatures affixed to said
Certificate are in the handwriting of, and are the genuine signatures of
W. H. STOPPELMOOR, as President, and J. C. McGowan, as Secretary, of
said Corporation, respectively; that the seal affixed to said
Certificate is the corporate seal of said Corporation; that said
Certificate was sealed, executed, acknowledged  and delivered pursuant
to due authority from the Board of Directors of said Corporation.

     Given under my hand and seal the day and year first in this
Certificate written.

                                             DONNA KLEIN,
                                            Notary Public

                                            /s/ Donna Klein
                                             DONNA KLEIN
(NOTARIAL SEAL)               Notary Public, Dubuque County, Iowa
                            My Commission Expires January 30, 1994










                           STATE OF DELAWARE

                     OFFICE OF SECRETARY OF STATE

     I, William T. Quillen, Secretary of State of the State of Delaware
do hereby certify the attached is a true and correct copy of the
Certificate of the Restated Certificate of Incorporation of Interstate
Power Company, filed in this Office on the Twenty-seventh day of
October, A.D., 199389 at 10:00 o'clock A.M.

                                    /s/ William T. Quillen
                                     William T. Quillen
                                     Secretary of State




STATE OF DELAWARE
NEW CASTLE COUNTY    ss:

     I, Paulette Sullivan-Moore, Recorder of Deeds for New Castle
County, Delaware, do hereby certify that Certified Copy of Restated
Certificate of Incorporation of INTERSTATE POWER COMPANY, was received
for record in this office on November 5, 1993 and the same appears of
record in the Recorder's Office for said County in Record-Volume 1526
Page 647 Ec.


     Witness my hand and Official Seal this Twenty-Fourth day of
November, A.D. 1993.


                                   /s/ P. S. Moore
(OFFICIAL SEAL)                     Recorder